THE BOARD OF TRUSTEES OF EASTERN ILLINOIS UNIVERSITYAGREEMENT

This Agreement is entered into as of the l't day of April, 2005 by and among MBNAAMERICA BANK, N.A., a national banking association having its principal place of

business in Wilmington, Delaware ("MBNA America"), EASTERN ILLINOISUNIVERSITY ALUMNI ASSOCIATION, INC., an Illinois not-for-profit corporationhaving its principal place of business in Charleston, Illinois ("ElUAA"), and THE

BOARD OF TRUSTEES OF EASTERN ILLINOIS UNIVERSITY, an educational

institution having its principal place of business in Charleston, Illinois ("EIU") for

themselves, and their respective successors and assigns.

WHEREAS, EIU, EIUAA and MBNA America are parties to an agreement dated

July 5,1998, as the same may have been amended (the "Original Agreement"); and

WHEREAS, EfU, EIUAA and MBNA America mutually desire for this

Agreement to replace the Original Agreement, starting as of the Effective Date; and

WHEREAS, EIUAA and MBNA America are parties to a separate agreement

dated even herewith (the "Alumni Association Agreement"), which will also replace the

Original Agreement as of the Effective Date;

NOW, THEREFORE, in consideration of the mutual covenants and agreementscontained herein, E1UAA, EfU and MBNA America agree as follows:

I . DEFINITIONS

When used in this Agreement,

(a) "Agreement" means this agreement.

(b) "Customer" means any Member who is a participant in the Program.

(c) "EIU Affiliate" means any entity which, directly or indirectly, owns or controls, is

owned or controlled by, or is under common ownership or control with EIU or ErUAA.

(d) "Effective Date" means April 1, 2005.

(e) "Financial Service Products" means any credit card program, charge card

program, debit card program, installment loan program, revolving loan program, deposit

program, and travel and entertainment card program. This definition does riot include: (i)

the Panther Card Program provided such program does not include a credit feature; or (ii)

the purchasing card and corporate card programs by and between the University that is

offered solely to employees, faculty and staff of the University solely for University

business purposes.

(f) "Member" means: alumni of the University, members of EfUAA, ticket holders,donors and contributors of any University athletic team or athletic department and/orother potential participants mutually agreed to by EIUAA and MBNA America.

(g) "Panther Card Program" is Eastern Illinois University's identification cardprogram issued solely to students, faculty and staff of Eastern Illinois University.

(h) "Program" means those programs and services of the Financial Service ProductsMBNA America agrees to offer pursuant to this Agreement to the Members from time to

time.

(i) "Trademarks" means any design, image, visual representation, logo, service mark,trade dress, trade name, or trademark used or acquired by EIUAA, EIU or any ElUAffiliate during the term of this Agreement.

0) "University" means Eastern Illinois University and any office or department of, oraffiliated or associated with Eastern Illinois University, including, but not limited to, theathletic department and the office of student affairs of Eastern Illinois University.

2. RIGHTS AND RESPONSEBILITIES OF EIU

(a) Each of EIU and EIUAA agree that during the term of this Agreement it willendorse the Program exclusively and that neither EIU, EIUAA nor any EYU Affiliateshall, by itself or in conjunction with others, directly or indirectly: (i) sponsor, advertise,

aid, develop, market, solicit proposals for programs offering, or discuss with anyorganization (other than MBNA America) the providing of, any Financial ServiceProducts of any organization other than MBNA America; (ii) license or allow others tolicense or use the Trademarks in relation to or for promoting any Financial ServiceProducts of any entity other than MBNA America; and (iii) sell, rent or otherwise makeavailable or allow others to sell, rent or otherwise make available any mailing lists orinformation about any current or potential Members, or any undergraduate or graduatestudents of the University (including without limitation any e-mail addresses) in relationto or for promoting any Financial Service Products of any entity other than MBNAAmerica. Notwithstanding anything else in this Agreement to the contrary, EfU may

accept advertising from any financial institution provided that the advertisement does not

contain an express or implied endorsement by EIU of said financial institution or the

advertised Financial Service Product.

(b) EIU[ agrees to provide MBNA America with such information and assistance as

may be reasonably requested by MBNA America in connection with the license granted

herein and the sponsorship of the Program.

(c) EIU authorizes MBNA America to solicit its Members by mail, direct promotion,advertisements and/or telephone for participation in the Program.

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(d) E1U shall have the right of prior approval of all Program advertising andsolicitation materials to be used by NMNA America, which contain a Trademark; suchapproval shall not be unreasonably withheld or delayed. In the event that MBNAAmerica incurs a cost because of a change in the Trademarks (e.g., the cost of reissuingnew credit cards), MBNA America may deduct such costs from Royalties due EITJAAunder the Alumni Association Agreement. In the event such costs exceed Royaltiesaccrued under the Alumni Association Agreement, then due EIUAA, EIUAA shallpromptly reimburse MBNA America for all such costs.

(c) EIIJ shall, and shall cause any EIU Affiliates to, only provide information to orotherwise communicate with Members or potential Members about the Program withMBNA America's prior written approval, except for current advertising and solicitationmaterials provided by MBNA America to EIIJ. Notwithstanding the above, ErU mayrespond to individual inquiries about the Program from its Members on an individualbasis, provided that said responses are accurate and consistent with the then-currentmaterials provided by MBNA America to E1U. Any correspondence received by EfU that

is intended for MBNA America ( &, applications, payments, billing inquiries, etc.) shallbe forwarded to the MBNA America account executive via overnight courier within 24hours of receipt. All charges incurred for this service will be paid by MBNA America.

(1) EfU hereby grants MBNA America and its affiliates a limited, exclusive licenseto use the Trademarks solely in conjunction with the Program, including the promotionthereof This license shall be transferred upon assignment of this Agreement. Thislicense shall remain in effect for the duration of this Agreement and shall apply to theTrademarks, notwithstanding the transfer of such Trademarks by operation of law orotherwise to any permitted successor, corporation, organization or individual. ErLJ shallprovide MBNA America all Trademark production materials (e.g., camera ready art)required by MBNA America for the Program, as soon as possible but no later than thirty

(30) days after EITYs execution of this Agreement. Nothing stated in this Agreementprohibits ETU from granting to other persons a license to use the Trademarks inconjunction with the providing of any other service or product, except for any FinancialService Products.

3. RIGHTS AND RESPONSIBILITIES OF MBNA AMERICA

(a) MBNA America shall design, develop and administer the Program for theMembers.

(b) MBNA America shall design all advertising, solicitation and promotionalmaterials with regard to the Program. MBNA America reserves the right of prior writtenapproval of all advertising and solicitation materials concerning or related to theProgram, which maybe developed by or on behalf of EIU. Such approval shall not beunreasonably withheld or delayed.

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(c) MBNA America shall bear all costs of producing and mailing materials for theProgram.

(d) MBNA America shall make all credit decisions and shall bear all credit risks withrespect to each Customer's account(s) independently of EITJ. MBNA America maymaintain separately all information which it obtains as a result of an account relationshipor an application for an account relationship. This information becomes a part of MBNAAmerica's own files and shall not be subject to this Agreement; provided however thatMBNA America will not use this separate information in a manner that would imply anendorsement by EIIJ,

(e) Subject to applicable law and regulation, MBNA America has the right to placetrademarks on gifts for individuals completing applications and on other premium items,including without limitation t-shirts, hats, "bobbleheads," or other items suitable inMBNA America's judgment for the solicitation of Credit Card Account applications.EIU shall have final approval of the use and appearance of the Trademarks used on suchmaterials, but hereby grants MBNA America the right to use such approved materials atMBNA America's discretion. In no event shall MBNA America be required to payadditional amounts to any third party (e.g., any producer, licensor(ce) or manufacturer ofsuch gifts and premiums) as royalties otherwise due directly or indirectly to or on behalfof EITJ or EIUAA for such gifts or premiums. EITJ and EIIJAA agrees to waive suchpayments from any such third party(ies) (and/or to cause the usual recipient(s) of suchpayments to waive such payments), and to execute and deliver (and/or to cause the usualrecipient(s) of such payments to execute and deliver) such additional documentation asmay be necessary or appropriate to give effect to this waiver. If a third party shouldrefuse to give effect to either EfU or EIIJAA's waiver by reducing the price to MBNAAmerica for such gifts or premiums by the applicable amount, then MBNA America maydeduct such applicable amount from all Royalties otherwise due under the AlumniAssociation Agreement to ErUAA.

4. REPRESENTATIONS AND WARRANTIES

(a) ETUAA, EIIJ and MBNA America each represents and warrants to the other thatas of the date first above written and throughout the term of this Agreement:

(i) It is duly organized, validly existing and in good standing.

(ii) It has all necessary power and authority to execute and deliver thisAgreement and to perform its obligations under this Agreement.

(iii) This Agreement constitutes a legal, valid and binding obligation of suchparty, enforceable against such party in accordance with its terms, except as suchenforceability may be limited by bankruptcy, insolvency, receivership, reorganization orother similar laws affecting the enforcement of creditors' rights generally and by generalprinciples of equity.

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(iv) No consent, approval or authorization from any third party is required inconnection with the execution, delivery and performance of this Agreement, except suchas have been obtained and are in full force and effect.

(v) The execution, delivery and performance of this Agreement by such partywill not constitute a violation of any law, rule, regulation, court order or ruling applicableto such party.

(b) EIU represents and warrants to MBNA America as of the date hereof andthroughout the term of this Agreement that it has the right and power to license theTrademarks to MBNA America for use as contemplated by this Agreement. ErU andEIUAA represent and warrant to MBNA America as of the date hereof and throughoutthe term of this Agreement that, other than ETU, there is no entity or organization(including EIUAA, or any organization associated with the University) that can use,license, or sub-license the Trademarks in connection with any Financial Service Products,that has access to Member mailing lists in connection with any Financial ServiceProducts, or that can grant marketing access to any University athletic event inconnection with any Financial Service Products.

(c) EIU and EIUAA will hold MBNA America, its directors, officers, agents,employees, affiliates, successors and assigns harmless from and against all liability,causes of action, and claims, and will reimburse MBNA America's reasonable and actualcosts in connection therewith (including attorneys' fees), arising from the Trademarklicense granted herein or from MBNA America's use of the Trademarks in reliancethereon. Each party shall promptly notify the other party in the manner provided hereinupon leaming of any claims or complaints relating to such license or the use of anyTrademarks.

5. ROYALTIES

In consideration of the Royalties, the Advance and guarantee provisions set forth in theAlumm Association Agreement, EIUAA shall be solely responsible for and shall pay any

and all compensation or consideration, if any, due to ElU. EIUAA and EIU shalldetermine, exclusive of MBNA America, the amount of any compensation or

consideration to be paid by EIUAA to ElU, if any. In no event shall either EIUAA or

ElU seek additional compensation or payment from MBNA America in connection with

this agreement or the Program.

6. CONFIDENTIALITY OF AGREEMENT

The terms of this Agreement, any proposal, financial information and proprietaryinformation provided by or on behalf of one party to the other party prior to,contemporaneously with, or subsequent to, the execution of this Agreement("Information") are confidential as of the date of disclosure. Such Information will not be

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disclosed by such other party to any other person or entity, except as permitted under thisAgreement or as mutually agreed in writing. ETUAA, MBNA America and EfU shall bepermitted to disclose such Information (i) to their accountants, legal, financial andmarketing advisors, and employees as necessary for the performance of their respectiveduties, provided that said persons agree to treat the Information as confidential in theabove described manner and (ii) as required by law or by any governmental regulatoryauthority, provided that EIU immediately notifies NMNA America of the existence,terms, and circumstances surrounding such reques $onsults with MBNA Arnerica.o"-thead-visability of taking lega4ly a-vailable steps to resist ar Farrow stteh request, M4 if

diselostire of stteh informatiatt is reqttire4 or deeme4 ftfivisable, exereise its best efforts te-ebtain an or-der or ether reliable assufanee thm eeafiden4iO tfeamet4 1stteh pat4iatt af the in fffia+ien te be diselesed "ieh P 4BNA Aineriea desiEaRtes.

1 ttlolc15 q 7

7. TERM OF AGREEMENT

The initial term of this Agreement will begin on the Effective Date and end on June 30,2012. This Agreement will automatically extend at the end of the initial term or any

renewal term for successive two-year periods, unless either party gives written notice of

its intention not to renew at least ninety (90) days, but not more than one hundred eighty

(180) days, prior to the last date of such term or renewal term, as applicable provided,however, that in no event will the term of this Agreement extend beyond 10 years from

the Effective Date hereof, unless other-wise agreed to by the parties in writing.

8. STATE LAW GOVERNING AGREEMENT

This Agreement shall be governed by and subject to the laws of the State of Delaware(without regard to its conflict of laws principles) and shall be deemed for all purposes to

be made and fully performed in Delaware.

9. TERMINATION

(a) In the event of any material breach of this Agreement by EIUAA, MBNAAmerica or EIU, the other party may terminate this Agreement by giving notice, as

provided herein, to the breaching party. This notice shall (i) describe the material breach;and (ii) state the party's intention to tertninate this Agreement. If the breaching partydoes not cure or substantially cure such breach within sixty (60) days after receipt of

notice, as provided herein (the "Cure Period"), then this Agreement shall terminate sixty

(60) days after the Cure Period.

(b) If either MBNA America or EIU becomes insolvent in that its liabilities exceed its

assets, or it is unable to meet or it has ceased paying its obligation as they generally

become due, or it is adjudicated insolvent, or takes advantage of or is subject to any

insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to

6

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receivership, conservatorship or liquidation then the other party may immediatelyterminate this Agreement.

(c) Upon termination of this Agreement, MBNA America shall, in a mannerconsistent with Section 9(d) of this Agreement, cease to use the Trademarks. MBNAAmerica agrees that upon such termination it will not claim any right, title, or interest inor to the Trademarks. However, MBNA America may conclude all solicitation that isrequired by law.

(d) MBNA America shall have the right to prior review and approval of any notice inconnection with, relating or referring to the termination of this Agreement to becommunicated by EITJ or any EITJ Affiliate to the Members. Such approval shall not beunreasonably withheld. Upon termination of this Agreement, EIJJ shall not attempt tocause the removal of EIU's identification or Trademarks from any person's credit devices,checks or records of any Customer existing as of the effective date of termination of thisAgreement.

(e) In the event that any material change in any applicable law, statute, operating ruleor regulation, or any material change in any operating rule or regulation of either VISA orMasterCard makes the continued performance of this Agreement under the then currentterms and conditions unduly burdensome, then MBNA America shall have the right toterminate this Agreement upon ninety (90) days advance written notice. Such writtennotice shall include an explanation and evidence of the burden imposed as a result ofsuch change.

(f) For a one (1) year period following the termination of this Agreement for anyreason, EfU agrees that neither EIU nor any EIU Affiliate shall, by itself or inconjunction with others, directly or indirectly, specifically target any offer of a credit orcharge card, or a credit or charge card related product to persons who were Customers.Notwithstanding the foregoing, EIU may, after termination of this Agreement, offerpersons who were Customers the opportunity to participate in another credit or chargecard program endorsed by the EITJ provided the opportunity is not only made available tosuch persons but rather as a part of a general solicitation to all Members and providedfurther no such persons are directly or indirectly identified as a customer of MBNAAmerica, or offered any terms or incentives different from that offered to all Members.

10. MISCELLANEOUS

(a) This Agreement cannot be amended except by written agreement signed by theauthorized agents of both parties hereto.

(b) The obligations in Sections 4(c), 6, 9(c), 9(d) and 9(f) shall survive anytermination of this Agreement.

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(c) The failure of any party to exercise any rights under this Agreement shall not bedeemed a waiver of such right or any other rights.

(d) The section captions are inserted only for convenience and are in no way to beconstrued as part of this Agreement.

(e) If any part of this Agreement shall for any reason be found or held invalid orunenforceable by any court or governmental agency of competent jurisdiction, suchinvalidity or unenforceability shall not affect the remainder of this Agreement which shallsurvive and be construed as if such invalid or unenforceable part had not been containedherein.

(f) All notices relating to this Agreement shall be in writing and shall be deemedgiven (i) upon receipt by hand delivery, facsimile or overnight courier. All notices shallbe addressed as follows:

(1) If to EIUAA:

EASTERN ILLINOIS UNIVERSITY ALUMNI ASSOCIATION600 Lincoln AvenueCharleston, IL 61920

ATTENTION: Mr. Steve Rich,Executive Director

Fax #: (217) 581-2490

(2) If to EIU:

THE BOARD OF TRUSTEES OFEASTERN ILLINOIS UNIVERSITY600 Lincoln AvenueCharleston, IL 61920

ATTENTION:Mr. Monty Bennett, Director of Purchasing

Phone#: (217) 581-5313

(3) If to MBNA America:

MBNA AMERICA BANK, N. A.1100 North King StreetWilmington, Delaware 19884

ATTENTION: Director of National Sales

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Fax#: (302) 432-1270

Any party may change the address to which communications are to be sent by givingnotice, as provided herein, of such change of address.

(g) This Agreement contains the entire agreement of the parties with respect to thelicense granted herein and the endorsement of the Program on and after the EffectiveDate and, as of the Effective Date, will supersede all prior promises and agreements,written or oral, with respect to such license and sponsorship, including without limitationthe Original Agreement. The Original Agreement will continue to govern therelationship between the parties until the Effective Date. NMNA America may utilize theservices of any third party in fulfilling its obligations under this Agreement.

(h) EIUAA, MBNA America and ErU are not agents, representatives or employees ofeach other and neither party shall have the power to obligate or bind the other in anymanner except as otherwise expressly provided by this Agreement.

(i) Nothing expressed or implied in this Agreement is intended or shall be construedto confer upon or give any person other than ErUAA, ERJ and MBNA America, theirsuccessors and assigns, any rights or remedies under or by reason of this Agreement.

0) Neither party shall be in breach hereunder by reason of its delay in theperformance of or failure to perform any of its obligations herein if such delay or failureis caused by strikes or other labor disputes, acts of God or the public enemy, riots,incendiaries, interference by civil or military authorities, compliance with governmentallaws, rules, regulations, delays in transit or delivery, or any event beyond its reasonablecontrol or without its fault or negligence.

(k) This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstnunent.

(1) This Agreement has been negotiated at arm's length between the parties hereto,both of which are sophisticated and knowledgeable in the matters dealt with in thisAgreement. In addition, each party has been represented by experienced and

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knowledgeable legal counsel.

IN WITNESS WHEREOF, each of the parties, by its representative, has executed this

Agreement as of the date first above written.

EASTERN ILLINOIS UNIVERSITYALUMNI ASSOCIATION, INC. MBNA AMERICA BANK, N.A.

By: By:

Name: <6eoe let. cj"N Name: -7-TOW-0-5 &rvks

Title: Eeec"4-lue Title: UrK V-10

Date: q /7 /oS-- Date:

THE BOARD OF TRUSTEES OF EASTERNILLINOIS UNIV RSITY

By: 7;

Name: Z10&/

Title:

Date: 9/ f 7

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0

EASTERN ILLINOIS UNIVERSITY ALUMNI ASSOCIATION, INC.,AGREEMENT

This Agreement is entered into as of the I st day of April, 2005, by and between MBNA

AMERICA BANK, N.A., a national banking association having its principal place of

business in Wilmington, Delaware ("MBNA America"), and EASTERN ILLINOIS

UNIVERSITY ALUMNI ASSOCIATION, INC. an Illinois not-for profit corporation

having its principal place of business in Charleston, Illinois ("ElUAA") for themselves,

and their respective successors and assigns.

WHEREAS, EIUAA and MBNA America are parties to an agreement last dated

July 7, 1994, as the same was amended by addenda dated May 28, 1998, June 26, 2002

and January 2, 2004 (the "Original Agreement"); and

WHEREAS, EIUAA and MBNA America mutually desire for this Agreement to

replace the Original Agreement, starting as of the Effective Date;

NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, EIUAA and MBNA America agree as follows:

1. DEFINITIONS

When used in this Agreement,

(a) "Agreement" means this agreement, Schedules A, B and C arid Attachment fl.

(b) "Credit Card Account" means a credit card account opened by a Member in response

to marketing efforts made pursuant to the Program. An "Alumni Credit Card AccounCis a

Credit Card Account opened through an application coded by MBNA America as an alumni

application. A "Student Credit Card Account"is a Credit Card Account opened through an

application coded by MBNA America as a student application.

(c) "Customer" means any Member who is a participant in the Program.

(d) "Effective Date" means April 1, 2005.

(e) "EIUAA Affiliate" means any entity controlling, controlled by or under common

control with EIUAA.

(0 "Financial Service Products" means credit card programs, charge card programs,

debit card programs, installment loan programs, revolving loan programs, deposit

programs, and travel and entertainment card programs. This definition does not include:

(i) the Panther Card Program provided such program does not include a credit feature; or

(ii) the purchasing card and corporate card programs by and between the University that is

offered solely to employees, faculty and staff of the University solely for Universitybusiness purposes.

(g) "Mailing Lists" means updated and current lists and/or magnetic tapes (in a fortnatdesignated by MBNA America) containing names, postal addresses and, when available,telephone numbers and e-mail addresses of Members segmented by zip codes orreasonably selected membership characteristics.

(h) "Member" means: alumni of the University, members of ElUAA, ticket holders,donors and contributors of any University athletic tearn or athletic department and/orother potential participants mutually agreed to by EIUAA and MBNA America (each an"Alumni Member").

(i) "Panther Card Program" is Eastern Illinois University's identification cardprogram issued solely to students, faculty and staff of Eastern Illinois University.

0) "Program" means those programs and services of the Financial Service ProductsMBNA America agrees to offer pursuant to this Agreement to the Members from time totime.

(k) "Royalties" means the compensation set forth in Schedule B.

(1) "Trademarks" means any design, image, visual representation, logo, service mark,trade dress, trade name, or trademark used or acquired by EIUAA and/or the Universityduring the term of this Agreement.

(in) "Reward Credit Card Account" means a credit card carrying the RewardEnhancement and opened pursuant to the Program.

(n) "University" means Eastern Illinois University and any office or department of, oraffiliated or associated with Eastern Illinois University, including, but not limited to, theathletic department and the office of student affairs of Eastern Illinois University.

2. RIGHTS AND RESPONSIBILITIES OF EIUAA

(a) ElUAA agrees that during the term of this Agreement it shall, and it shall causethe University to, endorse the Program exclusively and that neither EIUAA nor anyEIUAA Affiliate or the University shall, by itself or in conjunction with others, directly orindirectly: (i) sponsor, advertise, aid, develop, market, solicit proposals for programsoffering, or discuss with any organization (other than NIBNA America) the providing of,any Financial Service Products of any organization other than MBNA America; (ii)license or allow others to license the Trademarks in relation to or for promoting anyFinancial Service Products of any entity other than MBNA America; and (iii) sell, rent orotherwise make available or allow others to sell, rent or otherwise make available any of

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its mailing lists or information about any current or potential Members, or any

undergraduate or graduate students of the University ("Students") (including without

limitation any e-mail addresses) in relation to or for promoting any Financial Service

Products of any entity other than MBNA America. Notwithstanding anything else in this

Agreement to the contrary, EIUAA may accept advertising from any financial institution

provided that the advertisement does not contain an express or implied endorsement by

EIUAA of said financial institution or the advertised Financial Service Product.

(b) ErUAA agrees to provide MBNA America with such information and assistance

as may be reasonably requested by MBNA America in connection with the Program.

(c) EIUAA authorizes MBNA America to solicit its Members by mail, direct

promotion (including but not limited to those promotional opportunities described on

Attachment #1), e-mail if permissible under University policy, Intemet banner

advertisements, printed advertisements and/or telephone for participation in the Program.

(d) Upon the request of MBNA America, EIUAA shall provide MBNA America with

Mailing Lists free of any charge; provided, however, that EIUAA shall not include in any

Mailing List the name and/or related information regarding any person who has expressly

requested that ElUAA not provide his/her personal information to third parties, or the

name arid/or related information about Student Members who in MBNA America!s and

EILIAA's reasonable opinions EIUAA is prohibited or prevented by Illinois law from

providing, distributing, giving away, bartering, lending, renting, sending, selling or

otherwise disclosing to MBNA America. hi the event that MBNA America incurs a cost

because of a charge assessed by EIUAA or its agents for an initial Mailing List or an

update to that list, MBNA America may deduct such costs from Royalties due EIUAA.

EIUAA shall provide the initial Mailing List, containing at least: (i) sixty-five thousand

(65,000) non-duplicate names with corresponding postal addresses and, when available,

telephone numbers and e-mail addresses of Alumni Members; and (ii) three thousand

(3,000) non-duplicate names with corresponding postal addresses and, when available,

telephone numbers and e-mail addresses of Alumni Members who are fans, ticket

holders, donors, or contributors of any University athletic team or athletic department, as

soon as possible but no later than thirty (30) days after EIUAA's execution of this

Agreement.

(e) EIUAA shall only provide information to or otherwise communicate with

Members or potential Members about the Program with MBNA America's prior written

approval, except for current advertising and solicitation materials provided by MBNA

America to ElUAA. Notwithstanding the above, EIUAA may respond to individual

inquiries about the Program from its Members on an individual basis, provided that said

responses are accurate and consistent with the then-current materials provided by MBNA

America to EWAA. Any correspondence received by EIUAA that is intended for MBNA

America (e.g., applications, payments, billing inquiries, etc.) shall be forwarded to the

MBNA America account executive via overnight courier within twenty-four (24) hours of

receipt. All charges incurred for this service will be paid by MBNA America.

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(f) EIUAA shall permit MBNA America to advertise the Program on its home page

and at other prominent locations within the Internet site of ElUAA- EfUAA shall cause

the University to permit MBNA to advertise the Program on the University's athletic

departments' Internet sites. MBNA America may establish a "hot-link" from such

advertisements to another Internet site to enable a person to apply for a Credit Card

Account. ElUAA shall modify or remove such advertisements within twenty-four (24)

hours of MBNA America's request. ErUAA shall comply with MBNA America s

instructions and all applicable laws, including, without limitation, the Truth in Lending

Act and the Equal Credit Opportunity Act, with regard to such advertisements.

(g) ElU shall offer to MBNA America the opportunity to participate in any bid

process for any business and/or corporate credit card programs or any business and/or

corporate charge card programs that may be endorsed, sponsored, advertised, or

developed by E1U.

(h) ErUAA shall, and shall cause the University to provide to MBNA America the

sponsorship and marketing opportunities listed on Attachment 41 free of charge during

each consecutive twelve month period during the term of this Agreement (each an

"Annual Marketing Plan"). The parties agree that each obligation to provide each item of

each Annual Marketing Plan is a material obligation of EIUAA to MBNA America.

3. RIGHTS AND RESPONSIBILITIES OF MBNA AMERIC

(a) MBNA America shall design, develop and administer the Program for the

Members.

(b) MBNA America shall design all advertising, solicitation and promotional

materials with regard to the Program. MBNA America reserves the right of prior written

approval of all advertising and solicitation materials concerning or related to the Program,

which may be developed by or on behalf of ElUAA.

(c) MBNA America shall bear all costs of producing and mailing materials for the

Program.

(d) MBNA America shall make all credit decisions and shall bear all credit risks with

respect to each Customer's account(s) independently of EIUAA.

(e) MBNA America shall use the Mailing Lists provided pursuant to this Agreement

consistent with this Agreement and shall not permit those entities handling these Mailing

Lists to use them for any other purpose. MBNA America shall have the sole right to

designate Members on these Mailing Lists to whom promotional material will not be sent.

These Mailing Lists are and shall remain the sole property of ElUAA. However, MBNA

America may maintain separately all information which it obtains as a result of an

account relationship or an application for an account relationship. This information

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becomes a part of MBNA America's own files and shall not be subject to this Agreement;

provided however that MBNA America will not use this separate information in a manner

that would imply an endorsement by EIUAA,

4. REPRESENT JONS ND W RRANTIES

(a) EIUAA and MBNA America each represents and warrants to the other that as of

the date first above written and throughout the term of this Agreement:

(i) It is duly organized, validly existing and in good standing.

(ii) It has all necessary power and authority to execute and deliver this

Agreement and to perform its obligations under this Agreement.

(iii) This Agreement constitutes a legal, valid and binding obligation of such

party, enforceable against such party in accordance with its terms, except as such

enforceability may be limited by bankruptcy, insolvency, receivership, reorganization or

other similar laws affecting the enforcement of creditors' rights generally and by general

principles of equity.

(iv) No consent, approval or authorization from any third party is required in

connection with the execution, delivery and performance of this Agreement, except such

as have been obtained and are in full force and effect.

(v) The execution, delivery and performance of this Agreement by such party

will not constitute a violation of any law, rule, regulation, court order or ruling applicable

to such party.

(b) EIUAA represents and warrants to MBNA America as of the date hereof and

throughout the term of this Agreement that it has the right and power to provide the

Mailing List(s) to MBNA America for the promotion of the Program. ElUAA further

represents and warrants to MBNA America as of the date hereof and throughout the term

of this Agreement that that only the Board of Trustees of Eastern Illinois University has

the right and power to license the Trademarks to MBNA America for use as contemplated

by this Agreement and there is no entity or organization (including EIUAA or any

organization associated with the University) that can use, license, or sub-license the

Trademarks in connection with any Financial Service Products, that has access to the

Mailing List in connection with any Financial Service Products, or that can grant

marketing access to any University athletic event in connection with any Financial

Service Products.

(c) EIUAA will hold MBNA America, its directors, officers, agents, employees,

affiliates, successors and assigns harmless from and against all liability, causes of action,

and claims, and will reimburse MBNA America's reasonable and actual costs in

connection therewith (including attorneys' fees), arising ftom the use of any Mailing

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List(s) by MBNA America for the promotion of the Program. Each party shall Promptly

notify the other party in the manner provided herein upon learning of any claims or

complaints relating to such Mailing List(s) or the use thereof.

5. R.OYALTIES

(a) During the term of this Agreement, MBNA America shall pay Royalties to

EITJAA. Royalties will not be paid without a completed Schedule C (W-9 Form and EFT

Form). Except as otherwise provided in Schedule B, payment of Royalties then due shall

be made approximately forty-five (45) days after the end of each calendar quarter.

(b) On or before the forty fifth (45th) day after the end of each calendar quarter during

the term of this Agreement, MBNA America will provide E11JAA with a statement

showing the number of Credit Card Accounts opened, the number of Credit Card

Accounts renewed and retail purchase dollar volume (excluding those transactions that

relate to refunds, returns and unauthorized transactions), made during the preceding

calendar period.

6. PROG AM AD YUSTMENTS

A summary of the current features of the Program are set forth in Schedule A. MBNA

America reserves the right to make periodic adjustments to the Program and its terms and

features.

7. CONF1 )ENT1 LITY OF AGREEMENT

The terms of this Agreement, any proposal, financial information and proprietary

information provided by or on behalf of one party to the other party prior to,

contemporaneously with, or subsequent to, the execution of this Agreement

("Information") are confidential as of the date of disclosure. Such Information will not be

disclosed by such other party to any other person or entity, except as permitted under this

Agreement or as mutually agreed in writing. MBNA America and ErUAA shall be

permitted to disclose such Information (i) to their accountants, legal, financial and

marketing advisors, and employees as necessary for the performance of their respective

duties, provided that said persons agree to treat the information as confidential in the

above described manner and (ii) as required by law or by any governmental regulatory

authority, provided that EIUAA immediately notifies MBNA America of the existence,

terms, and circumstances surrounding such request, consults with MBNA America on the

advisability of taking legally available steps to resist or narrow such request, and if

disclosure of such information is required or deemed advisable, exercise its best efforts to

obtain an order or other reliable assurance that confidential treatment will be accorded to

such portion of the Information to be disclosed which MBNA America designates.

8. TERM )F A EEMENT

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The initial term of this Agreement will begin on the Effective Date and end on June 30,

2012. This Agreement will automatically extend at the end of the initial term Or any

renewal term for successive two-year periods, unless either party gives written notice of

its intention not to renew at least ninety (90) days, but not more than one hundred eighty

(180) days, prior to the last date of such term or renewal term, as applicable.

9. STATE LAW GOVERNING AGREEMENT

This Agreement shall be governed by and subject to the laws of the State of Delaware

(without regard to its conflict of laws principles) and shall be deemed for all purposes to

be made and fully performed in Delaware.

10. TERMINATION

(a) In the event of any material breach of this Agreement by MBNA America or

ENJAA, the other party may terminate this Agreement by giving notice, as provided

herein, to the breaching party. This notice shall (i) describe the material breach; and (ii)

state the party's intention to terminate this Agreement. If the breaching party does not

cure or substantially cure such breach within sixty (60) days after receipt of notice, as

provided herein (the "Cure Period"), then this Agreement shall terminate sixty (60) days

after the Cure Period.

(b) If either MBNA America or EWAA becomes insolvent in that its liabilities

exceed its assets, or is adjudicated insolvent, or takes advantage of or is subject to any

insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to

receivership, conservatorship or liquidation then the other party may immediately

terminate this Agreement.

(c) MBNA America agrees that upon such termination it will not claim any right,

title, or interest in or to the Mailing Lists provided pursuant to this Agreement. However,

MBNA America may conclude all solicitation that is required by law.

(d) MBNA America shall have the right to prior review and approval of any notice in

connection with, relating or referring to the termination of this Agreement to be

communicated by EITJAA to the Members. Such approval shall not be unreasonably

withheld. Upon termination of this Agreement, EIUAA shall not attempt to cause the

removal of ETUAA's identification or Trademarks from any person's credit devices,

checks or records of any Customer existing as of the effective date of termination of this

Agreement.

(e) In the event that a material change in any applicable law, statute, operating rule or

regulation, or any material change in any operating rule or regulation of either VISA or

MasterCard makes the continued performance of this Agreement under the then current

terms and conditions unduly burdensome, then MBNA America shall have the right to

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terminate this Agreement upon ninety (90) days advance written notice. Such written

notice shall include an explanation of the burden imposed as a result of such change.

(l) For a one (1) year period following the termination of this Agreement for any

reason, EIUAA agrees that neither EIUAA nor any ETUAA Affiliate shall, by itself or in

conjunction with others, directly or indirectly, specifically target any offer of a credit or

charge card, or a credit or charge card related product to persons who were Customers.

Notwithstanding the foregoing, EIUAA may, after termination of this Agreement, offer

persons who were Customers the opportunity to participate in another credit or charge

card program endorsed by the ElUAA provided the opportunity is not only made

available to such persons but rather as a part of a general solicitation to all Members and

provided further no such persons are directly or indirectly identified as a Customer of

MBNA America, or offered any terms or incentives different ftom that offered to all

Members.

11. MISCELLANEOUS

(a) This Agreement cannot be amended except by written agreement signed by the

authorized agents of both parties hereto.

(b) The obligations in Sections 4(c), 7, 10(c), 10(d) and 10(f) shall survive any

termination of this Agreement.

(c) The failure of any party to exercise any rights under this Agreement shall not be

deemed a waiver of such right or any other rights.

(d) The section captions are inserted only for convenience and are in no way to be

construed as part of this Agreement.

(c) If any part of this Agreement shall for any reason be found or held invalid or

unenforceable by any court or goverm-nental agency of competent jurisdiction, such

invalidity or unenforceability shall not affect the remainder of this Agreement which shall

survive and be construed as if such invalid or unenforceable part had not been contained

herein.

(f) All notices relating to this Agreement shall be in writing and shall be deemed

given (i) upon receipt by hand delivery, facsimile or overnight courier, or (ii) three (3)

business days after mailing by registered or certified mail, postage prepaid, return receipt

requested. All notices shall be addressed as follows:

(1) If to ElUAA:

EASTERN ILLINOIS UNIVERSITY ALUMNI ASSOCIATION

600 Lincoln Avenue

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Charleston, IL 6192055

ATTENTION: Mr. Steve RichExecutive Director

Fax #: (217) 581-7206

(2) If to MBNA America:

MBNA AMERICA BANK, N. A.1100 North King StreetWilmington, Delaware 19884

ATTENTION: Director of National Sales

Fax #: (302) 432-1270

Any party may change the address to which communications are to be sent by givingnotice, as provided herein, of such change of address.

(g) This Agreement contains the entire agreement of the parties with respect to thematters covered herein and, as of the Effective Date, supersedes all prior promises andagreements, written or oral, with respect to the matters covered herein, including, withoutlimitation, the Original Agreement. The Original Agreement will continue to govern therelationship between the parties until the Effective Date. MBNA America may utilize theservices of any third party in fulfilling its obligations under this Agreement. CertainFinancial Service Products or Services under this Agreement may be offered throughMBNA America affiliates. For example, business credit cards are currently issued andadministered by MBNA America (Delaware), N.A., and certain marketing services arecurrently provided by MBNA Marketing Systems, Inc.

(h) MBNA America and EfUAA are not agents, representatives or employees of eachother and neither party shall have the power to obligate or bind the other in any mannerexcept as otherwise expressly provided by this Agreement.

(i) Nothing expressed or implied in this Agreement is intended or shall be construedto confer upon or give any person other than EIUAA and MBNA America, theirsuccessors and assigns, any rights or remedies under or by reason of this Agreement.

0) Neither party shall be in breach hereunder by reason of its delay in theperformance of or failure to perform any of its obligations herein if such delay or failureis caused by strikes, acts of God or the public enemy, riots, incendiaries, interference bycivil or military authorities, compliance with governmental laws, rules, regulations,

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delays in transit or delivery, or any event beyond its reasonable control or without its faultor negligence.

(k) This Agreement may be executed in two or more counterparts, each of which shall

be deemed an original, but all of which together shall constitute one and the same

instrument.

IN WITNESS WHEREOF, each of the parties, by its representative, has executed this

Agreement as of the date first above written.

EASTERN ILLINOIS UNIVERSITYALUMNI ASSOCIATION, INC. MBNA AMERICA BANK, N.A.

By: By: 14

Name: !M Name: Co.

Title: Fxec 41"J'v b;rec4v Title: 5 9 V

Date: Date:

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SCHEDULE

TERMS AND FEATURES

Subject to (i) MBNA America!s right to vary the Program and its terms and features, and

(ii) the-applicable agreement entered into between MBNA America and each Customer:

A. CREDIT CARD ACCOUNTS

I . There is NO annual fee.

2. For Alumni Credit Card Accounts, the current annual percentage rate will

be a fixed rate of 7.9%.

3. For Student Credit Card Accounts, the current annual percentage rate will

be a fixed rate of 10.9%.

4. Customers may be offered opportunities to purchase a variety of

communication services and to select credit insurance as a benefit under

the Program.

B. REWARD ENHANCEMENT

"Reward Enhancement" means the frequent travel reward Credit Card Account

enhancement as provided through MBNA America and offered as part of the Program for

Reward Credit Card Accounts.

I . There is no annual fee.

2. The current annual percentage rate is a fixed rate of 8.9%.

3. The Reward Enhancement may be marketed under another name (e.g.,

Plus Rewards), as determined by MBNA America from time to time, in its

sole discretion.

C. GOLD RESERVE ACCOUNTS

"Gold Reserve Account" means a GoldReserveg (as such service mark may be changed

by MBNA America, in its sole discretion, from time to time) revolving loan account

opened by a Member in response to marketing efforts made pursuant to the Program.

I . There is no annual fee.

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2. Customers receive a supply of blank checks from MBNA America to bedrawn upon a predetermined line of credit.

3. The customer may request more checks from MBNA America on aperiodic basis.

D. GOLD OPTION ACCOUNTS

"Gold Option Account" means a GoldOptiong (as such service mark may be changed byMBNA America, in its sole discretion, from time to time) revolving loan account openedby a Member in response to marketing efforts made pursuant to the Program.

I . There is no annual fee.

2. Customers can request that checks be drawn upon a predetermined line ofcredit.

3. MBNA America issues checks (for specific monetary amounts) to be sentto those third parties requested by the Customer.

4. Monthly payments may be tailored to Customers' needs.

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SCHEDULE B

ROYALTY ARRANGEMENT

During the term of this Agreement, MBNA America will pay EIUAA a Royaltycalculated as follows, for those accounts with active charging privileges. MBNA

America may create a special class of accounts for EIUAA employees under the Program,

and will not pay compensation for such designated accounts. All Royalty payments due

hereunder are subject to adjustment by Ml NA America for any prior overpayment of

Royalties by MBNA America:

A, CREDIT CARD ACCOUNTS

I . $ 1.00 (one dollar) for each new Credit Card Account opened, which

remains open for at least ninety (90) consecutive days.

2. $3.00 (three dollars) for each Credit Card Account for which the annual

fee is paid by the Customer. If no annual fee is assessed by MBNA

America (other than as a result of a courtesy waiver by MBNA America),

then such royalty will be paid for each Alumni Credit Card Account

which: 1) has a balance greater than zero as of the last business day of

every twelfth month after the opening of that Alumni Credit Card

Account; and 2) has had active charging privileges for each of the

preceding twelve months.

3. 0.50% (one half of one percent) of all retail purchase transaction dollar

volume generated by Customers using an Alumni Credit Card Account

(excluding those transactions that (1) relate to refunds, returns and/or

unauthorized transactions, and/or (2) are cash equivalent transactions (e.g.,

the purchase of wire transfers, money orders, bets, lottery tickets, or casino

gaming chips)).

4. 0.40% (four tenths of one percent) of all retail purchase transaction dollar

volume generated by Customers using a Student Credit Card Account

(excluding those transactions that (1) relate to refunds, returns and/or

unauthorized transactions, and/or (2) are cash equivalent transactions (e.g.,the purchase of wire transfers, money orders, bets, lottery tickets, or casino

gaming chips)).

B. REWARD CREDIT CARD ACCOUNTS

Reward Credit Card Accounts shall only generate the Royalty compensation set forth in

this Schedule B, Section B notwithstanding any other provision of this Agreement.

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1. $1.00 (one dollar) for each new Reward Credit Card Account opened,which remains open for at least ninety (90) consecutive days and which isutilized by the Customer for at least one purchase or cash advance which isnot subsequently rescinded, the subject of a charge back request, orotherwise disputed. This Royalty will not be paid for any Credit CardAccount which, after opening, converts to a Reward Credit Card Account,or for any Reward GIP Account.

2. $3.00 (three dollars) for each Reward Credit Card Account for which theannual fee is paid by the Customer. If no annual fee is assessed by MBNAAmerica (other than as a result of a courtesy waiver by MBNA America),then such royalty will be paid for each Reward Credit Card Accountwhich: 1) has a balance greater than zero as of the last business day of theannual arativersary of the month in which the Reward Credit Card Accountwas opened; and 2) has had active charging privileges for each of thepreceding twelve months. A Reward Credit Card Account may renewevery twelve (12) months after the opening of the account.

3. 0.20% (twenty one-hundreds of one percent) of all retail purchasetransaction dollar volume generated by Customers using aconsumer Reward Credit Card Account (excluding thosetransactions that (1) relate to refunds, returns and/or unauthorizedtransactions, and/or (2) are cash equivalent transactions (e.g., thepurchase of wire transfers, money orders, bets, lottery tickets, orcasino gaming chips)).

C. GOLD RESERVE REVOLVING LOAN ACCOUNTS

I . $5.00 (five dollars) for each new Gold Reserve account opened,which is utilized by the Customer for at least one transaction whichis not subsequently rescinded or disputed.

2. 0.25% (twenty-five basis points) of the average of all month-endoutstanding balances (excluding transactions that relate to credits andunauthorized transactions) in the calendar year for certain Gold ReserveAccounts. This payment shall be calculated as of the end of each calendaryear, based upon outstanding balances measured as of the end of each ofthe preceding calendar months of that year occurring during the term.Each monthly measurement shall include outstanding balances for onlythose Gold Reserve Accounts which are open with active chargingprivileges as of the last day of such month. This royalty will be paidwithin sixty (60) days of the end of the calendar year.

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D. GOLD OPTION REVOLVING LOAN ACCOUNTS

I S5.00 (five dollars) for each new Gold Option account.opened, which isutilized by the Customer for at least one transaction which is not

subsequently rescinded or disputed.

2. 0.25% (twenty-five basis points) of the average of all month-end

outstanding balances (excluding transactions that relate to credits and

unauthorized transactions) in the calendar year for certain Gold Option

Accounts. This payment shall be calculated as of the end of each calendar

year, based upon outstanding balances measured as of the end of each of

the preceding calendar months of that year occurring during the term.Each monthly measurement shall include outstanding balances for only

those Gold Option Accounts which are open with active charging

privileges as of the last day of such month. This royalty will be paid

within sixty (60) days of the end of the calendar year.

E. DEPOSIT ACCOUNTS

"CD Deposits" means those deposits in the certificate of deposit accounts opened by

Members in response to marketing efforts made pursuant to the Program.

"MMDA Deposits" means those deposits in the money market deposit accounts opened

by Members in response to marketing efforts made pursuant to the Program.

I . 0.05% (five one-hundredths of one percent) on an annualized basis,computed monthly (periodic rate of 0.004167%) of the average MMDA

Deposits.

2. 0.05% (five one-hundredths of one percent) on an annualized basis,

computed monthly (periodic rate of 0.004167%) of the average CDDeposits.

F. ROYALTY ADVANCES

1. Within forty-five (45) days after each of the following dates MBNA America shall

pay to EIUAA the following corresponding amounts:

DATE ADVANCE AMOUNT

April 1, 2005 $ 100,000 (One Hundred Thousand Dollars)

April 1, 2006 $ 100,000 (One Hundred Thousand Dollars)April 1, 2007 $100,000 (One Hundred Thousand Dollars)

April 1, 2008 $100,000 (One Hundred Thousand Dollars)

April 1, 2009 $ 100,000 (One Hundred Thousand Dollars)

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April 1, 2010 $ 100,000 (One Hundred Thousand Dollars)April 1, 2011 $ 100,000 (One Hundred Thousand Dollars)

(each, an "Advance"), as an advance against future Royalties accrued pursuant to this

Agreement, subject to the provisions set forth below. All Royalties accrued shall, in lieu

of direct payment to EIUAA, be applied against each of the above referenced Advances

until such time as all Advances are fully recouped. Any Royalties accrued thereafter shall

be paid to EIUAA as set forth in this Agreement. Notwithstanding the foregoing, (x)

MBNA America shall no longer be obligated to pay any additional Advances to EIUAA

hereunder, and (y) E1UAA hereby promises to pay MBNA America upon demand an

amount equal to the difference between the total amount of the Advance(s) paid by

MBNA America and the total amount of accrued Royalties credited by MBNA America

against such Advance(s) as of the date of such demand, in the event any of the conditions

set forth in Clauses (i) through (vi) below should occur:

(i) This Agreement or the Board of Trustees of Eastern Illinois Agreement between

ElUAA, University and MBNA America of even date herewith (the "EIU

Agreement") is terminated prior to June 30, 2012;

(ii) EIUAA or University as the case may be breaches any of its obligations under this

Agreement or the FrU Agreement, respectively;

(iii) MBNA America is prohibited or otherwise prevented from conducting at least six

(6) direct mail campaigns to the full updated Mailing List during each consecutive

twelve month period during the term of the Agreement;

(iv) MBNA America is prohibited or otherwise prevented from conducting at least six

(6) telemarketing campaigns to the full updated Mailing List during each

consecutive twelve month period during the term of the Agreement;

(v) MBNA America is prohibited from conducting direct promotion tabling events on

University's campus (where appropriate), at university-sponsored events or at

athletic events, including but not limited to those events listed or referred to on

Attachment #1, during each consecutive twelve-month during the term of the

Agreement; and

(vi) EIUAA or University endorses, sponsors or promotes any Financial Service Product

of any entity other than MBNA America.

2. If during any given year(s) during the term of this Agreement MBNA America

recoups all prior Advances paid by it to ErUAA, and pays ElUAA Royalties accrued by

EIUAA over and above the Royalties used by MBNA America to recoup such prior

Advances (the "Paid Out Royalties"), then MBNA America may reduce the amount of

any subsequent Advance(s) due by the amount of any such Paid Out Royalties.

G. ROYALTY GUARANTEE

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EIUAA shall be guaranteed to accrue Royalties (including without limitation the amount of theAdvance(s) described in Subsection F. 1, above) equal to or greater than Seven HundredThousand Dollars ($700,000) (the "Guarantee Amount") by the end of the full initial term of theAgreement, subject to the provisions set forth below. Tf on June 30, 2012 ElUAA has notaccrued $700,000 in Royalties, MBNA America will pay EIUAA an amount equal to theGuarantee Amount minus the sum of all compensation accrued by EIUAA during the initial termof this Agreement and the amount of any unrecouped Advance. Notwithstanding the foregoing,this Royalty Guarantee and any obligation of MBNA America hereunder shall be expresslycontingent upon the non-occurrence of any of the conditions set forth in Subsection F. 1, above.

H. SPONSORSHIP PAYMENT

During the initial term of the Agreement, MBNA America shall pay to EIUAA thefollowing amounts within forty-five (45) days after each of the following correspondingdates, provided that EIUAA performs and causes University to perform its obligationspursuant to Attachment #1 attached hereto during each year of the fall initial term of theAgreement, and provided further that MBNA receives by April 8, 2005 original copies ofthis Agreement and the ETU Agreement executed, with respect to this Agreement, by aduly authorized officer of ElUAA and executed, with respect to the ElU Agreement, byduly authorized offers of EIUAA and ElU, respectively:

DATE SPONSORSHIP PAYMENT

April 1, 2005 $10,000April 1, 2006 $10,000April 1, 2007 $10,000April 1, 2008 $10,000April 1, 2009 $10,000April 1, 2010 $10,000April 1, 2011 $10,000

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ATTACHMENT #1

PROMOTIONAL OPPORTUNITIES

In accordance with Section 2(h) of this Agreement, EIUAA shall, or shall cause the Universityto, provide the following to MBNA America at no additional cost:

(a) Necessary access, during each year of this Agreement, for MBNA to conduct directpromotion events for the Program at all University athletic events.

(b) When conducting direct promotion events, MBNA may have as many as four (4) directpromotion locations (each a "Location") within the athletic facility holding the game or athleticevent. The Locations shall be at prominent locations and will be mutually agreed upon byAlumni Association and MBNA America.

(c) Passes to all MBNA America employees and agents that are conducting the directpromotion campaign.

(d) Four (4) parking permits/passes for each game at which MBNA America will beconducting direct promotion events.

(e) Reasonable vehicular access to the athletic facility in which MBNA America will beconducting direct promotion events. Such vehicular access shall to the extent possible providethe MBNA America vehicle a convenient position, in relation to each Location, before and afterthe event to unload/load.

(0 MBNA America shall be permitted to set up each Location at least one (1) hour prior tothe gates opening for the athletic event.

(g) Any issues concerning direct promotion events not specifically mentioned in thisAgreement will be mutually agreed upon by MBNA America and EIUAA and both parties agreeto be reasonable.

(h) MBNA America has the right to distribute take-one applications for the Program withfootball and basketball ticket renewal notices and season ticket mailings.

(i) MBNA America has the right to place Trademarks on gifts for individuals completingapplications and on other premium iterns.

0) MBNA links offering the card and other financial products shall appear in prominentlocations (i.e., front page) of alumni association and athletics Internet web sites.

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